Data Licensing Terms

These Data Licensing Terms ("Terms") apply between Quarry and the organisation licensing data ("Licensee"). Each licence is made by an order form signed by both parties (an "Order") that names the dataset, its permitted use, exclusivity, term, territory and fees. The Order and these Terms together form the agreement. If they conflict, the Order wins for that dataset.

"Dataset" means the data described in an Order, including its manifest, datasheet and de-identification report, and any updates Quarry delivers under that Order.

Subject to these Terms and payment, Quarry grants the Licensee a non-transferable licence, for the term and territory in the Order, to use the Dataset for the permitted uses stated in the Order. The licence is non-exclusive unless the Order says it is exclusive.

The licence extends to the Licensee's employees and contractors who need access for the permitted use, are bound by confidentiality obligations at least as protective as these Terms, and work under the Licensee's control. The Licensee is responsible for their compliance.

The Order sets out which of these uses are permitted:

• Training: using the Dataset to train, fine-tune or otherwise develop machine learning models;
• Evaluation: using the Dataset to test or benchmark models, including as held-out test sets;
• Internal research: analysing the Dataset within the Licensee's organisation.

Models the Licensee trains belong to the Licensee. Using the Dataset to build a product that resells, republishes or reconstructs the Dataset is not a permitted use.

The Licensee must not, and must not allow anyone to:

• redistribute, sell, sublicense, publish or otherwise make the Dataset or any substantial part of it available to a third party;
• attempt to re-identify any individual, or link the Dataset with other data to identify or single out individuals;
• attempt to contact any individual whose data appears in the Dataset, or the data owner, about the Dataset outside Quarry;
• use the Dataset for surveillance, profiling of identifiable individuals, or decisions about specific individuals;
• use the Dataset outside the term, territory or permitted uses in the Order.

If the Licensee discovers that any part of the Dataset appears to identify a person, it must stop using that part, tell Quarry within 5 business days, and follow Quarry's instructions to delete or return it.

Where an Order grants exclusivity, Quarry will not license the same Dataset to any other party for the scope (use, field, territory and period) stated in the Order. Exclusivity does not restrict the data owner's own internal use of its data, and does not cover similar data from other sources.

Each licence runs for the term in its Order. Either party may terminate an Order on written notice if the other materially breaches it and does not cure the breach within 30 days of notice. Quarry may suspend access immediately on a breach of the Restrictions section.

On expiry or termination, the Licensee must stop using the Dataset and delete all copies within 30 days, and confirm deletion in writing, unless the Order allows continued use of models already trained. Models trained during the term may continue to be used after the term unless the Order states otherwise.

Quarry delivers the Dataset to a per-buyer storage location or through signed, expiring links, with a provenance manifest and checksums. The Licensee should verify the delivery within 10 business days and report any defect; Quarry will re-deliver or correct defective files.

If a data owner or an individual withdraws data under Quarry's takedown process, or Quarry learns that data was included without adequate rights, Quarry will notify the Licensee of the affected records. Within 30 days of notice the Licensee must delete those records from all storage and from any future training runs, and confirm deletion in writing.

Unless the Order or the law requires otherwise, this duty does not require the Licensee to retrain or withdraw models trained before the notice. Quarry will provide a replacement or a pro-rata credit where material parts of a Dataset are withdrawn.

Quarry warrants that:

• it has obtained from the data owner the rights needed to grant the licence in the Order;
• the Dataset was de-identified as described in its de-identification report, and that report accurately describes the methods used;
• the Dataset materially matches its datasheet.

The Licensee's remedy for breach of the last warranty is correction, replacement or a refund of the fees for the affected part.

Except as stated above, the Dataset is provided "as is". Quarry does not warrant that the Dataset is error-free, complete, free of all residual risk, or fit for any particular purpose, or any result from models trained on it. De-identification reduces re-identification risk; it cannot remove it entirely, which is why the Restrictions section applies.

The Licensee warrants that it will use the Dataset only as these Terms and the Order allow, that it has appropriate security measures to protect the Dataset (at least those set out in the DPA annex), and that its use will comply with applicable law.

Once in any 12-month period, on at least 30 days' written notice, Quarry (or an independent auditor bound by confidentiality) may verify the Licensee's compliance with these Terms through written questions and reasonable review of records, during business hours and without unreasonable disruption. If the audit finds material non-compliance, the Licensee will bear the reasonable cost of the audit and remedy the non-compliance promptly.

Fees are set out in the Order. Unless the Order says otherwise, Quarry invoices on delivery and invoices are due within 30 days. Fees exclude taxes; the Licensee pays applicable taxes other than taxes on Quarry's income. Where withholding tax applies, the Licensee will provide the certificates needed for Quarry to claim credit.

Late amounts may bear interest at 1% per month or the maximum allowed by law, if lower, and Quarry may suspend delivery while undisputed amounts are overdue.

The Dataset, its manifest, the identity of the data owner and the terms of each Order are Quarry's confidential information. The Licensee must protect them with at least reasonable care and use them only for the licence.

Neither party is liable for indirect or consequential losses or lost profits. Each party's total liability under an Order is limited to the fees paid and payable under that Order in the 12 months before the claim. These limits do not apply to breach of the Restrictions or Confidentiality sections, to the Licensee's payment obligations, or to liability that cannot be limited by law.

These Terms are governed by the laws of India. Disputes will first be escalated to senior representatives for 30 days. Unresolved disputes are subject to the exclusive jurisdiction of the courts at Bengaluru, Karnataka, unless the Order provides for arbitration. Either party may seek urgent injunctive relief in any competent court.